exv4w4






Exhibit 4.4




SUBSCRIPTION AGENT AGREEMENT




December 16, 2009




American Stock Transfer & Trust Company, LLC

59 Maiden Lane

New York, New York 10038




Ladies and Gentlemen:



In connection with your appointment as Subscription Agent in the transaction described herein,
Clearwire Corporation (the “Company”), hereby confirms its arrangements with you as follows:





	1.	 	Rights Offering — The Company is offering
(the “Rights Offering”) to the holders of
93,903,300 shares of its Class A common stock, par value
$0.0001 per share (“Class A Common Stock”), and the holders of warrants
and employee equity incentives, as required by their terms, on
December 17, 2009 (the “Record Date”), the right (“Rights”) to subscribe for shares of Class A
Common Stock. Except as set forth under Paragraphs 6 and 7 below, Rights shall cease to be
exercisable at 5:00 p.m., New York City time, on June 21, 2010, or such later date of which
the Company notifies you orally and confirms in writing (the “Expiration Date”). One Right is
being issued for each share of Class A Common Stock held on the Record Date. Each Right
entitles holders of Class A Common Stock as of the Record Date to subscribe for 0.4336 shares
of Class A Common Stock at a subscription price of $7.33 per share (the “Subscription Price”).
No fractional shares of Class A Common Stock will be issued; fractional shares will be
rounded down to the next full share. Rights are evidenced by transferable subscription
certificates in registered form (“Subscription Certificates”). The Rights Offering will be
conducted in the manner and upon the terms set forth in the Company’s Prospectus dated
December 21, 2009 (the “Prospectus”), which is incorporated herein by reference and made a
part hereof as if set forth in full herein. In the event of any conflict between the terms of
this Agreement and those in the Prospectus, the terms set forth in the Prospectus shall
control.
	 
	2.	 	Appointment of Subscription Agent — You are hereby appointed as Subscription Agent to
effect the Rights Offering in accordance with the Prospectus. Each reference to you in this
letter is to you in your capacity as Subscription Agent unless the context indicates
otherwise.
	 
	3.	 	Delivery of Documents — Enclosed herewith are the following, the receipt of which you
acknowledge by your execution hereof:






	 	(a)	 	a copy of the Prospectus;
	 
	 	(b)	 	the form of Subscription Certificate;
	 
	 	(c)	 	resolutions adopted by the Board of Directors of the Company in connection with the Rights
Offering;
	 
	 	(d)	 	form of Instructions as to the Use of Clearwire Corporation Subscription Rights
Certificates;
	 
	 	(e)	 	form of Notice of Guaranteed Delivery; and
	 
	 	(f)	 	form of Letter to Shareholders who are Record Holders.





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	 	 	As soon as is reasonably practical, and in any event commencing on December 21, 2009 (or
such later date as you are directed in writing by the Company), you shall mail or cause to
be mailed to each holder of Class A Common Stock as of 5:00 p.m., New York City time, on the
Record Date a Subscription Certificate evidencing the Rights to which such holder is
entitled, a Notice of Guaranteed Delivery, a form of Instructions as to the Use of Clearwire
Corporation Subscription Rights Certificates, a Prospectus and a Letter to Shareholders who
are Record Holders (as applicable) and an envelope addressed to you. Prior to mailing, the
Company will provide you with blank Subscription Certificates which you will prepare and
issue in the names of holders of Class A Common Stock of record as of 5:00 p.m., New York
City time, on the Record Date and for the number of Rights to which they are entitled. The
Company will also provide you with a sufficient number of copies of each of the documents to
be mailed with the Subscription Certificates.
	 
	4.	 	Subscription Procedure -
	 
		 	(a) Upon your receipt prior to 5:00 p.m., New York City time, on the Expiration Date (by
mail or delivery), as Subscription Agent, of (i) any Subscription Certificate completed and
endorsed for exercise, as provided on the reverse side of the Subscription Certificate
(except as provided in paragraph 6 below), and (ii) payment in full of the Subscription
Price in accordance with the Instructions as to the Use of Clearwire Corporation
Subscription Rights Certificates, you shall as soon as practicable, but in any event within
three business days, after receipt thereof mail to the subscriber’s registered address on
the books of the Company, certificates representing the Class A Common Stock duly subscribed
for and furnish a list of all such information to the Company.
	 
		 	(b) Funds received by you pursuant to the Rights Offering shall be held by you in a
segregated account. Upon mailing certificates representing the shares of Class A Common
Stock and refunding subscribers for additional shares of Class A Common Stock subscribed for
but not allocated, if any, you shall promptly remit to the Company all funds received in
payment of the Subscription Price for shares of Class A Common Stock sold in the Rights
Offering.
	 
	5.	 	Subdivision. Sale or Transfer of Rights — Until 5:00 p.m., New York City time, on the
fifth business day prior to the Expiration Date (or such later date as you are directed in
writing by the Company), you shall facilitate subdivision or transfers of Subscription
Certificates by issuing new Subscription Certificates in accordance with the instructions set
forth on the reverse side of the Subscription Certificates and the Instructions as to the Use
of Clearwire Corporation Subscription Rights Certificates.
	 
	6.	 	Defective Exercise of Rights Lost Subscription Certificates — The Company shall have
the absolute right to reject any defective exercise of Rights or to waive any defect in
exercise. Unless requested to do so by the Company, you shall not be under any duty to give
notification to holders of Subscription Certificates of any defects or irregularities in
subscriptions. Subscriptions will not be deemed to have been made until any such defects or
irregularities have been cured or waived within such time as the Company shall determine. You
shall as soon as practicable return Subscription Certificates with the defects or
irregularities which have not been cured or waived to the holder of the Rights. If any
Subscription Certificate is alleged to have been lost, stolen or destroyed, you should follow
the same procedures followed for lost stock certificates representing




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	 	 	Common Shares you use in your capacity as transfer agent for the Company’s Common Shares.
	 
	7.	 	Late Delivery — If prior to 5:00 p.m., New York City time, on the Expiration Date you
receive (i) payment in full of the Subscription Price for the shares of Class A Common Stock
being subscribed for and (ii) a guarantee notice substantially in the form of the Notice of
Guaranteed Delivery delivered with the Subscription Certificate, from an “Eligible Guarantor
Institution,” as such term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934,
as amended, the certificate number of the Subscription Certificate relating to the Rights, the
name and address of the exercising subscriber, the number of Rights represented by the
Subscription Certificate held by such exercising subscriber, the number of shares of Class A
Common Stock being subscribed for pursuant to the Rights and guaranteeing the delivery to you
of the Subscription Certificate evidencing such Rights within three business days following
the date of the Notice of Guaranteed Delivery, then the Rights may be exercised even though
the Subscription Certificate was not delivered to you prior to 5:00 p.m., New York City time,
on the Expiration Date, provided that within three business days following the date of the
Notice of Guaranteed Delivery you receive the properly completed Subscription Certificate
evidencing the Rights being exercised, with signatures guaranteed if required.
	 
	8.	 	Delivery — You shall deliver to the Company the exercised Subscription Certificates
in accordance with written directions received from the Company and shall deliver to the
subscribers who have duly exercised Rights at their registered addresses certificates
representing the shares of Class A Common Stock subscribed for as instructed on the reverse
side of the Subscription Certificates.
	 
	9.	 	Reports — You shall notify the Company by telephone on or before the close of
business on each business day during the period commencing five business days after the
mailing of the Rights and ending at the Expiration Date (and in the case of guaranteed
deliveries ending three business days after the Expiration Date) (a “daily notice”), which
notice shall thereafter be confirmed in writing, of (i) the number of Rights exercised on the
day covered by such daily notice, (ii) the number of Rights subject to guaranteed exercises on
the day covered by such daily notice, (iii) the number of Rights for which defective exercises
have been received on the day covered by such daily notice, and (iv) the cumulative total of
the information set forth in clauses (i) through (iii) above. At or before 5:00 p.m., New
York City time, on the first business day following the Expiration Date you shall certify in
writing to the Company the cumulative total through the Expiration Date of all the information
set forth in clauses (i) through (iii) above. At or before 10:00 a.m., New York City time, on
the fifth business day following the Expiration Date you will execute and deliver to the
Company a certificate setting forth the number of Rights exercised pursuant to a Notice of
Guaranteed Delivery and as to which Subscription Certificates have been timely received. You
shall also maintain and update a listing of holders who have fully or partially exercised
their Rights, holders who have transferred their Rights and their transferees, and holders who
have not exercised their Rights. You shall provide the Company or its designees with such
information compiled by you pursuant to this paragraph 9 as any of them shall request.
	 
	10.	 	Future Instructions — With respect to notices or instructions to be provided by the
Company hereunder, you may rely and act on any written instruction signed by any one or more
of the following authorized officers or employees of the Company:










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     Broady R. Hodder — Senior Vice President, General Counsel & Secretary




     Hope F. Cochran — Senior Vice President, Finance and Treasurer




     Frederick L. Williams, Jr. — Senior Corporate Counsel and Assistant Secretary




	11.	 	Payment of Expenses — The Company will pay you compensation for acting in your
capacity as Subscription Agent hereunder in the amount of $20,000 plus your reasonable
out-of-pocket expenses. The Company will pay an additional fee equal to one-third of the
Subscription Agent fee for each extension of the Rights Offering, plus any out-of-pocket
expenses associated with such extension.
	 
	12.	 	Counsel — You may consult with counsel satisfactory to you, which may be counsel to
the Company, and the advice or opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by you
hereunder in good faith and in accordance with such advice an opinion of such counsel. The
Company shall only be responsible for the payment of fees for Kirkland & Ellis LLP, the
Company’s counsel.
	 
	13.	 	Indemnification — The Company covenants and agrees to indemnify and hold you harmless
against any costs, expenses, losses or damages, which may be paid, incurred or suffered by or
to which you may become subject arising from or out of, directly or indirectly, any claim or
liability resulting from your actions as Subscription Agent pursuant hereto; provided that
such covenant and agreement does not extend to such costs, expenses, losses and damages
incurred or suffered by you as a result of, or arising out of, your own gross negligence,
misconduct or bad faith or that of any employees, agents, independent contractors or
representatives used by you in connection with the performance of your duties as Subscription
Agent hereunder.
	 
	14.	 	Notices — Unless otherwise provided herein, all reports, notices and other
communications required or permitted to be given hereunder shall be in writing and delivered
by hand or confirmed telecopy or by first class U.S. mail, postage prepaid, shall be deemed
given if by hand or telecopy, upon receipt or if by U.S. mail, three business days after
deposit in the U.S. mail and shall be addressed as follows






	 	(a)	 	If to the Company, to:




Clearwire Corporation

4400 Carillon Point

Kirkland, Washington 98033

Attention: Broady R. Hodder

Telephone: (425) 216-7600

Telecopy: (425) 216-7900





	 	(b)	 	If to you, to:




American Stock Transfer & Trust Company, LLC

59 Maiden Lane

New York, N.Y. 10038

Attention: George Karfunkel

Telephone: (718) 921-8200




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Telecopy: (718) 236-4588





	15.	 	Governing Law — This Agreement shall be governed by and construed in accordance with
the laws of the State of New York applicable to contracts formed and to be performed entirely
within the State of New York, without regard to the conflicts of laws principles or rules
thereof, to the extent such principles would require or permit the application of the laws of
another jurisdiction.
	 
	16.	 	Prior Agreements — Nothing herein contained shall amend, replace or supersede any
agreement between the Company and you to act as the Company’s transfer agent which agreement
shall remain of full force and effect.
	 
	17.	 	No Third Party Beneficiaries — Nothing expressed or implied in this Agreement is
intended, or will be construed, to confer on or give any person other than the parties hereto,
and their successors or permitted assigns, any right, remedy, obligation or liability under or
by reason of this Agreement, or result in the person’s being deemed a third party beneficiary
of this Agreement.
	 
	18.	 	Counterparts — For convenience the parties hereto may execute any number of
counterparts of this Agreement, each of which shall be an original and all of which taken
together shall constitute a single instrument. Delivery of a signed counterpart of this
Agreement by telecopy or facsimile transmission shall constitute valid and sufficient delivery
thereof.





[Signature Page Follows]




*      *      *





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	Yours truly,	 	Clearwire Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Hope F. Cochran	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Hope F. Cochran	 	 
	 

	 	Title:
	 	SVP, Finance and Treasurer	 	 






Signature Page to Subscription Agent Agreement




 









 








Agreed & Accepted:

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC




	 	 	 	 	 
	By:

	 	/s/ Isaac Freilich
	 	 
	 

	 	 	 	 
	Name:

	 	Isaac Freilich	 	 
	Title:

	 	V.P.	 	 






Signature Page to Subscription Agent Agreement